HUNTINGTON BANCSHARES INC /MD/ 8-K

What Happened

• Huntington Bancshares Incorporated (Huntington) reported supplemental disclosures to the joint proxy statement/prospectus for its proposed merger with Cadence Bank. The Merger Agreement (Cadence to merge into Huntington National Bank) was announced Oct. 26, 2025; Huntington filed an S-4 on Nov. 13, 2025 (amended Dec. 1 and declared effective Dec. 3, 2025). Huntington and Cadence scheduled special shareholder meetings for Jan. 6, 2026.
• The companies disclosed two lawsuits challenging the merger filed in New York Supreme Court (Jones v. Cadence Bank, filed Dec. 10, 2025; Parshall v. Cadence Bank, filed Dec. 11, 2025) and receipt of demand letters from purported Cadence shareholders. Huntington and Cadence say the claims lack merit but supplemented the proxy to reduce risk of delay and litigation uncertainty.

Key Details

• Exchange ratio: parties previously agreed in principle on a 2.475 Huntington share per Cadence share exchange ratio in the Huntington LOI.
• Litigation & timing: two NY lawsuits and demand letters were filed in December 2025; shareholder votes are set for Jan. 6, 2026.
• Advisor fees & valuation inputs: Cadence’s financial advisor KBW’s fee is 0.55% of aggregate merger consideration — estimated at ≈ $42 million based on a Huntington stock price of $15.86; $4 million was payable upon delivery of KBW’s opinion, remainder contingent on closing. Discount rates of 12.0%–14.0% were used in dividend discount model analyses.
• Supplemental valuation disclosure added: updated peer and transaction multiples (price-to-tangible book, P/E ranges, pay-to-trade ratios, core deposit premiums) and an amended list of selected bank M&A transactions included in the proxy supplement.

Why It Matters

• For shareholders: the filing updates valuation support and deal economics (including the 2.475 exchange ratio and KBW’s fee), and it confirms the companies are taking steps to address disclosure challenges that could otherwise delay the Jan. 6, 2026 shareholder votes.
• For investors assessing risk: Huntington and Cadence deny liability and say supplemental disclosures aren’t admissions of legal necessity, but the existence of lawsuits and demands introduces litigation risk and potential delay until the matters are resolved or the proxy is accepted by courts/regulators.
• Next steps: shareholders should review the definitive joint proxy statement/prospectus (and this supplement) ahead of the Jan. 6, 2026 meetings; copies are available free on the SEC site and the companies’ investor relations pages.